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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Brisset Beer International Inc (PK) | USOTC:BBII | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
Nevada
|
80-0778461
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
FORWARD-LOOKING STATEMENTS
|
3
|
PART
I
|
3
|
Item 1. Description of Business
|
3
|
Item 1A. Risk Factors
|
10
|
Item 1B. Unresolved Staff Comments
|
18
|
Item 2. Description of Properties
|
18
|
Item 3. Legal Proceedings
|
18
|
Item 4. Mine Safety Disclosures
|
18
|
PART II
|
19
|
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
19
|
Item 6. Selected Financial Data
|
19
|
Item 7. Management's Discussion and Analysis or Plan of Operation
|
19
|
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
|
23
|
Item 8. Financial Statements
|
24
|
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
39
|
Item 9A. Controls and Procedures
|
39
|
Item 9B. Other Information
|
40
|
PART III
|
41
|
Item 10. Directors, Executive Officers and Corporate Governance
|
41
|
Item 11. Executive Compensation
|
42
|
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
44
|
Item 13. Certain Relationships and Related Transactions, and Director Independence
|
45
|
Item 14. Principal Accounting Fees and Services
|
46
|
Item 15. Exhibits
|
47
|
SIGNATURES
|
49
|
·
|
Develop great tasting beers with vintage labels inspired by Kölsch Pilsners and American-style India Pale Ales.
|
·
|
Engage our contract brewer to produce, bottle, distribute, and label our Broken 7 products, which allows us to focus on sales and marketing.
|
·
|
Target retail chains, grocery outlets, independent craft beer stores, and on-premise accounts.
|
·
|
Implement an aggressive retail distribution program focused on approximately 1,500 stores across Quebec.
|
·
|
Display and promote Broken 7 in retail chains that make our products accessible to consumers.
|
·
|
Access independent craft beer stores and negotiate premium fridge shelf position to attract consumer attention.
|
·
|
Activate the brand in on-premise market campaigns.
|
·
|
Promote the brand through social media.
|
·
|
Participate in Quebec's beer festivals to promote the brand and connect with the target consumer.
|
·
|
Strategically price Broken 7 products at a premium level to give the retailers stronger margins to push and create promotions.
|
1.
|
Online.
We believe that our online communications program increases Broken 7's visibility to consumers. The purpose of the online communication program is to direct consumers to the Broken 7 website. The address of our website is www.brissetbeer.com. The website includes a store locator that informs consumers of the closest retailer that carries Broken 7. The web site also hosts an online shop that offers t-shirts, hats, glasses and many other branded materials. We also use social media to communicate information, events, pictures, videos and other brand relevant information to consumers.
|
2.
|
Events.
We promote Broken 7 at on-premise events such as "happy hour" where consumers and on-premise staff will have the opportunity to learn about and sample Broken 7 products. In addition, we participate in Quebec's major beer festivals in order to directly connect with consumers to build brand awareness and consumer relationships.
|
3.
|
Ambassador Program.
We have established relationships with key influencers in the province of Quebec to represent the spirit of the brand. Key influencers are individuals who attend industry events and promote the Broken 7 brand at on-premise locations.
|
4.
|
In-store promotion.
The Company has contracted out services to a contract brewer who is responsible for brewing, bottling, labelling and distributing Broken 7 bottled products and kegs. With the help of our contract brewer we distribute Broken 7 in retail stores, in Quebec, Canada. Such stores may have periodic promotions such as in-store displays, contest promotions, and price incentives.
|
5.
|
Test product promotion.
The Company has contracted out services to a contract brewer to help bring to market and test new recipes for Broken 7 in 50-liter kegs. With the help of our contract brewer we promote and test new recipes with our consumers to evaluate drinker interest.
|
1.
|
Our independent auditor has issued a going concern opinion after auditing our May 31, 2017 financial statements. Our ability to continue is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain required additional funding when needed.
|
2.
|
We are an early stage company with limited operating history in craft brewing and to date we have focused primarily on establishing our operations, all of which raises substantial doubt as to our ability to successfully develop profitable business operations and makes an investment in our common shares very risky.
|
·
|
our ability to raise adequate working capital;
|
·
|
success of our production, sales and marketing efforts;
|
·
|
demand for our product;
|
·
|
the level of our competition;
|
·
|
our ability to attract and maintain key management and employees; and
|
·
|
our ability to efficiently produce, distribute and sell sufficient quantities of our beer to obtain profitable operations while maintaining quality and controlling costs.
|
3.
|
We have only generated limited revenues to date. Unless and until our craft beer brewing, distribution and sales program is successful in achieving profitable operations, we will need to raise a substantial amount of additional capital in order to fund our operations for the next twelve months and in order to execute our business plan. If the prospects for our business plan are not favorable or the capital markets are tight, we would not be able to raise the necessary capital and we will not be able to execute our business plan, which would likely cause shares of our common stock to become worthless.
|
4.
|
We are heavily dependent on contracted third parties. The inability to identify and obtain and maintain the services of third party contractors would harm our ability to execute our business plan and continue our operations until we found a suitable replacement.
|
5.
|
Manufacturing prices of Broken 7 bottled products and kegs can increase significantly which could erode operating margins, and adversely impact financial results.
|
6.
|
Our third party contract brewer also produces beer for our competitors, which leads to conflict of interest.
|
7.
|
If we are unable to gauge trends and react to changing consumer preferences in a timely manner, our sales and market share will decrease.
|
8.
|
Increased competition could adversely affect sales and results of operations.
|
9.
|
Our business is sensitive to reductions in discretionary consumer spending.
|
10.
|
Changes in consumer preferences or public attitudes about alcohol could decrease demand for our products.
|
11.
|
We are subject to governmental regulations affecting our business.
|
12.
|
The craft beer business is seasonal in nature, and we are likely to experience fluctuations in results of operations and financial condition.
|
13.
|
Changes in laws regarding distribution arrangements may adversely impact our operations.
|
14.
|
We may experience a shortage of kegs necessary to test recipes and distribute draft beer.
|
15.
|
We are currently focused on the brewing, selling and marketing of a single brand of craft beer. Our advertising and promotional investments may not be effective.
|
16.
|
We may fail in our efforts to develop, test, and bring to market new line extensions for Broken 7.
|
17.
|
We may not be able to compete with current and potential craft beer companies, most of whom have greater resources and experience than we do in developing craft beer brands. As a result, we may fail in our ability to develop our business.
|
18.
|
Both of our officers and directors own and operate competing craft beer businesses. Their other activities may involve a conflict of interest with regard to business opportunities for our company.
|
19.
|
Since our officers and directors work part-time for other companies, their other activities for those other companies may involve a conflict of interest with regard to the amount of time they dedicate to our business.
|
20.
|
Because we have not yet adopted a code of ethics, our stockholders may have limited protections against wrongdoing and unethical conduct by our senior officers.
|
·
|
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
·
|
full, fair, accurate, timely and understandable disclosure in reports and documents that the public company files with, or submits to, the SEC and in other public communications made by the company;
|
·
|
compliance with applicable governmental laws, rules and regulations;
|
·
|
prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
|
·
|
accountability for adherence to the code.
|
21.
|
Our principal shareholders own a controlling interest in our voting stock and investors will not have any voice in our management, which could result in decisions adverse to our general shareholders.
|
·
|
election of our board of directors;
|
·
|
removal of any of our directors;
|
·
|
amendment of our Articles of Incorporation or bylaws; and
|
·
|
adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.
|
22.
|
We have two employees, our principal executive officer, who will work approximately thirty hours per week on our business and a full-time promotional representative. Consequently, we may not be able to monitor our operations and respond to matters when they arise in a prompt or timely fashion. Until we have additional capital or generate more than limited revenue, we will have to rely on consultants and service providers, which will increase our expenses and increase our losses.
|
23.
|
We may, in the future, issue additional common stock, which would reduce investors' percent of ownership and may dilute our share value.
|
24.
|
Our principal shareholders may decide to sell their shares in the Company, reducing the price you may receive upon a sale.
|
25.
|
Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
|
26.
|
Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.
|
27.
|
Currently there is no public market for our securities, and there can be no assurances that any public market will ever develop and if a market develops it is likely to be subject to significant price fluctuations.
|
·
|
any market for our shares will develop;
|
·
|
the prices at which our common stock will trade; or
|
·
|
the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.
|
28.
|
If a market develops for our shares, sales of our shares relying upon Rule 144 may depress prices in that market by a material amount.
|
29.
|
We may be exposed to potential risks resulting from requirements under Section 404 of the Sarbanes-Oxley Act of 2002.
|
30.
|
Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.
|
31.
|
The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 are substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations.
|
·
|
Revenue Recognition;
|
·
|
Impairment of Long-lived Assets;
|
·
|
Income taxes; and
|
·
|
Foreign currency translation.
|
Fruci & Associates II, PLLC
We have served as the Company's auditor since 2018.
Spokane, Washington
|
|
September 14, 2018
|
|
|
May 31,
|
May 31,
|
||||||
|
2017
|
2016
|
||||||
ASSETS
|
(Restated)
|
|||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$
|
1,885
|
$
|
33,655
|
||||
Trade and Other Receivables
|
9,800
|
5,442
|
||||||
Prepaid expenses
|
-
|
7,169
|
||||||
Total Current Assets
|
11,685
|
46,266
|
||||||
TOTAL ASSETS
|
$
|
11,685
|
$
|
46,266
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued liabilities
|
$
|
33,541
|
$
|
19,297
|
||||
Due to Related Parties
|
20,308
|
-
|
||||||
Convertible notes, net of $3,232 and $0 debt discount
|
4,268
|
-
|
||||||
Total Current Liabilities
|
58,117
|
19,297
|
||||||
STOCKHOLDERS' DEFICIT
|
||||||||
Common Stock, Par Value $0.0001, Authorized 500,000,000 shares,
|
986
|
361
|
||||||
9,863,000 and 3,608,000 shares issued and outstanding at May 31, 2017 and May 31, 2016 respectively
|
||||||||
Additional paid in capital
|
1,454,637
|
1,396,686
|
||||||
Warrants
|
470,640
|
116,703
|
||||||
Accumulated other comprehensive income (loss)
|
8,492
|
1,000
|
||||||
Accumulated deficit
|
(1,981,186
|
)
|
(1,487,781
|
)
|
||||
Total STOCKHOLDERS' DEFICIT
|
(46,432
|
)
|
26,969
|
|||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$
|
11,685
|
$
|
46,266
|
Year Ended
|
||||||||
May 31,
|
||||||||
|
2017
|
2016
|
||||||
(Restated)
|
||||||||
Revenues
|
$
|
27,644
|
$
|
49,848
|
||||
Operating Expenses
|
||||||||
General and administration
|
52,524
|
88,683
|
||||||
Professional fees
|
16,052
|
37,252
|
||||||
Office and sundry
|
30,286
|
30,432
|
||||||
Rent
|
900
|
1,806
|
||||||
Management and Director's Fees
|
45,579
|
4,538
|
||||||
Stock based compensation
|
371,263
|
-
|
||||||
Total operating expenses
|
516,604
|
162,711
|
||||||
Loss from operations
|
(488,960
|
)
|
(112,863
|
)
|
||||
Other (Expense) Income
|
||||||||
Interest expense
|
(4,445
|
)
|
-
|
|||||
Total other income (expense)
|
(4,445
|
)
|
-
|
|||||
Net loss before taxes
|
(493,405
|
)
|
(112,863
|
)
|
||||
Provision for income taxes
|
-
|
-
|
||||||
Net loss
|
$
|
(493,405
|
)
|
$
|
(112,863
|
)
|
||
Other comprehensive income (loss)
|
7,492
|
(2,217
|
)
|
|||||
Comprehensive Loss
|
(485,913
|
)
|
(115,080
|
)
|
||||
Net Loss Per Common Share – Basic and Diluted
|
$
|
(0.06
|
)
|
$
|
(0.03
|
)
|
||
Weighted Average Common Shares Outstanding - Basic and Diluted
|
8,419,671
|
3,412,274
|
||||||
Accumulated
|
||||||||||||||||||||||||||||
Additional
|
Other
|
Total
|
||||||||||||||||||||||||||
Common Stock
|
Paid in
|
Comprehensive
|
Accumulated
|
Stockholder's
|
||||||||||||||||||||||||
Number of Shares
|
Amount
|
Capital
|
Warrants
|
Income (Loss)
|
Deficit
|
Equity
|
||||||||||||||||||||||
Balance - May 31, 2015
|
3,200,500
|
$
|
320
|
$
|
1,322,054
|
$
|
69,126
|
$
|
3,217
|
$
|
(1,374,918
|
)
|
$
|
19,799
|
||||||||||||||
Issuance of common stock at $0.30 per share, August 7, 2015
|
65,000
|
7
|
13,139
|
6,354
|
-
|
19,500
|
||||||||||||||||||||||
Issuance of common stock at $0.30 per share, November 13, 2015
|
75,000
|
7
|
13,466
|
9,027
|
-
|
22,500
|
||||||||||||||||||||||
Issuance of common stock at $0.30 per share, December 22, 2015
|
267,500
|
27.00
|
48,027
|
32,196
|
-
|
80,250
|
||||||||||||||||||||||
Comprehensive income (loss) for the period
|
-
|
-
|
-
|
(2,217
|
)
|
-
|
(2,217
|
)
|
||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(112,863
|
)
|
(112,863
|
)
|
||||||||||||||||||||
Balance - May 31, 2016 (Restated)
|
3,608,000
|
361
|
1,396,685
|
116,703
|
1,000
|
(1,487,781
|
)
|
26,969
|
||||||||||||||||||||
Common stock issued to two officers at $0.0005 per share, August 22, 2016
|
6,000,000
|
600
|
2,400
|
-
|
-
|
3,000
|
||||||||||||||||||||||
Warrants issued to two officers, August 22, 2016
|
-
|
-
|
-
|
371,263
|
-
|
-
|
371,263
|
|||||||||||||||||||||
Issuance of common stock for services
|
150,000
|
15
|
14,985
|
-
|
-
|
-
|
15,000
|
|||||||||||||||||||||
Exercise of warrants
|
105,000
|
10
|
33,066
|
(17,326
|
)
|
-
|
-
|
15,750
|
||||||||||||||||||||
Debt discount on convertible notes issued
|
-
|
7,500
|
-
|
-
|
-
|
7,500
|
||||||||||||||||||||||
Comprehensive income (loss) for the period
|
-
|
-
|
-
|
-
|
7,492
|
-
|
7,492
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(493,405
|
)
|
(493,405
|
)
|
|||||||||||||||||||
Balance - May 31, 2017
|
9,863,000
|
986
|
1,454,636
|
470,640
|
8,492
|
(1,981,186
|
)
|
(46,432
|
)
|
Year Ended
|
||||||||
May 31,
|
||||||||
2017
|
2016
|
|||||||
(Restated)
|
||||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
$
|
(493,405
|
)
|
$
|
(112,863
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Units issued for services
|
15,000
|
-
|
||||||
Stock-based compensation
|
371,263
|
-
|
||||||
Amortization of debt discount
|
4,268
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Trade and Other receivables
|
(4,358
|
)
|
7,608
|
|||||
Prepaid expense
|
7,169
|
(6,474
|
)
|
|||||
Accounts Payable and Accrued liabilities
|
14,244
|
(6,138
|
)
|
|||||
Due to (from) related parties
|
20,308
|
(3,621
|
)
|
|||||
Net Cash Used in Operating Activities
|
(65,511
|
)
|
(121,488
|
)
|
||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from issuance of convertible debt
|
7,500
|
-
|
||||||
Proceeds from issuance of common stock and excercise of warrants
|
18,750
|
122,250
|
||||||
Net Cash Provided By Financing Activities
|
26,250
|
122,250
|
||||||
Effect of exchange rate changes on cash
|
7,492
|
(2,217
|
)
|
|||||
Net Increase in Cash and Cash Equivalents
|
(31,770
|
)
|
(1,455
|
)
|
||||
Cash and Cash Equivalents, beginning of period
|
33,655
|
35,110
|
||||||
Cash and Cash Equivalents, end of period
|
$
|
1,885
|
$
|
33,655
|
||||
Supplemental Disclosure Information:
|
||||||||
Cash paid for interest
|
$
|
-
|
$
|
-
|
||||
Cash paid for income taxes
|
$
|
-
|
$
|
-
|
||||
Non-Cash Disclosure:
|
||||||||
Discount to debt for beneficial conversion feature
|
$
|
7,500
|
$
|
-
|
|
•
|
Level one
— Quoted market prices in active markets for identical assets or liabilities;
|
|
•
|
Level two
— Inputs other than level one inputs that are either directly or indirectly observable; and
|
|
•
|
Level three
— Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
|
|
May 31, 2017
|
May 31, 2016
|
||||||
Dated February 17, 2017
|
$
|
7,500
|
$
|
-
|
||||
Total convertible notes payable, gross
|
7,500
|
-
|
||||||
|
||||||||
Less: Unamortized debt discount
|
(3,232
|
)
|
-
|
|||||
Total convertible notes
|
$
|
4,268
|
$
|
-
|
Shares of common stock
|
||||||||||||||||
outstanding
|
Common stock
|
Additional paid-in capital
|
Warrants
|
|||||||||||||
Balance – May 31, 2016
|
3,608,000
|
$
|
361
|
$
|
1,396,686
|
$
|
116,703
|
|||||||||
Issuance of common shares
|
6,000,000
|
600
|
2,400
|
-
|
||||||||||||
Issuance of common shares for services
|
150,000
|
15
|
14,985
|
-
|
||||||||||||
Debt discount on convertible notes issued
|
-
|
-
|
7,500
|
-
|
||||||||||||
Issuance of warrants
|
-
|
-
|
-
|
371,263
|
||||||||||||
Exercise of warrants
|
105,000
|
10
|
33,066
|
(17,326
|
)
|
|||||||||||
Balance – May 31, 2017
|
9,863,000
|
$
|
986
|
$
|
1,454,637
|
$
|
470,640
|
Exercise Price
|
Number
|
Expiry
|
Remaining Life
|
||||||||
$
|
0.05
|
1,500,000
|
1-Feb-19
|
2.17
|
|||||||
$
|
0.05
|
3,000,000
|
31-Aug-21
|
4.25
|
|||||||
$
|
0.10
|
1,500,000
|
1-Feb-19
|
2.17
|
|||||||
$
|
0.10
|
3,000,000
|
31-Aug-21
|
4.25
|
|||||||
$
|
0.15
|
550,000
|
1-Jun-19
|
2.51
|
|||||||
$
|
0.15
|
125,000
|
30-Jun-19
|
2.59
|
|||||||
$
|
0.20
|
130,000
|
9-Jan-20
|
3.11
|
|||||||
$
|
0.25
|
550,000
|
1-Jun-20
|
3.51
|
|||||||
$
|
0.25
|
125,000
|
30-Jun-20
|
3.59
|
|||||||
$
|
0.25
|
130,000
|
9-Jan-20
|
3.11
|
|||||||
$
|
0.25
|
135,000
|
17-Feb-20
|
3.22
|
|||||||
$
|
0.25
|
140,000
|
6-May-20
|
3.44
|
|||||||
$
|
0.30
|
135,000
|
17-Feb-20
|
3.22
|
|||||||
$
|
0.30
|
140,000
|
6-May-20
|
3.44
|
|||||||
$
|
0.35
|
65,000
|
7-Aug-20
|
3.69
|
|||||||
$
|
0.35
|
75,000
|
16-Oct-20
|
3.88
|
|||||||
$
|
0.35
|
267,500
|
16-Nov-20
|
3.96
|
|||||||
$
|
0.40
|
65,000
|
7-Aug-20
|
3.69
|
|||||||
$
|
0.40
|
75,000
|
16-Oct-20
|
3.88
|
|||||||
$
|
0.40
|
267,500
|
16-Nov-20
|
3.96
|
|||||||
$
|
0.45
|
75,000
|
16-Oct-20
|
3.88
|
|||||||
$
|
0.45
|
267,500
|
16-Nov-20
|
3.96
|
|||||||
12,317,500
|
|
2017
|
2016
|
||||||
Income tax expense (asset) at statutory rate
|
673,603
|
406,606
|
||||||
Permanent differences
|
(315,629
|
)
|
(315,629
|
)
|
||||
Less: valuation allowance
|
(357,974
|
)
|
(90,977
|
)
|
||||
Deferred tax asset recognized
|
-
|
-
|
||||||
|
2017
|
2016
|
||||||
Income tax expense at statutory rate
|
167,758
|
90,977
|
||||||
Less: change in valuation allowance
|
(167,758
|
)
|
(90,977
|
)
|
||||
Income tax expense
|
-
|
-
|
||||||
●
|
Due to our small number of employees and resources, we have limited segregation of duties, as a result of which there is insufficient independent review of duties performed.
|
|
|
●
|
As a result of the limited number of accounting personnel, we rely on outside consultants for the preparation of our financial reports, including financial statements and management discussion and analysis, which could lead to overlooking items requiring disclosure.
|
|
|
●
|
The Company's Board of Directors has two directors and does not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management's view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over the Company's financial statements.
|
Name
|
Position Held with the Company
|
Age
|
Date First Appointed
|
Stephane Pilon
|
President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, and Director
|
40
|
October 21, 2013
|
Pol Brisset
|
Secretary and Director
|
41
|
June 2, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Nonqualified
|
|
|
All
|
|
|
|
|
||||||||
Name and
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Deferred
|
|
|
Other
|
|
|
|
|
||||||||
Principal
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Total
|
|
||||||||
Position
|
Year
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Earnings ($)
|
|
|
($)
|
|
|
($)
|
|
||||||||
Stephane Pilon
President, Chief Executive Officer, Chief Financial Officer, Treasurer and a director
|
2017
|
45,579
|
(1)
|
-
|
-
|
-
|
-
|
-
|
-
|
45,579
|
|||||||||||||||||||||||
2016
|
42,353
|
(2)
|
-
|
-
|
-
|
-
|
-
|
-
|
42,353
|
|
|||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
Pol Brisset
President, Chief Executive Officer, Chief Financial Officer, Treasurer and a director
|
2017
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
2016
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
||||||||||||||||||||||||
|
(1)
|
Represents accrued salaries.
|
(2)
|
Represents $2,269 paid in June and July 2015 under Mr. Pilon's Employment Agreement and $3,781 per month from August 2015 through May 2016 under Mr. Pilon's Amended Service Agreement.
|
Name of Beneficial Owner
|
|
Number of Shares Beneficially
Owned
|
|
|
Percentage
|
|
||
Directors and Officers:
|
||||||||
Stephane Pilon
-President, Chief Executive, Chief Financial Officer, Treasurer, and Director (Principal Executive, Financial, and Accounting Officer)
|
|
|
8,250,000
|
(1)
|
|
|
58.48%
|
|
Pol Brisset
-
Secretary and Director
|
|
|
8,311,000
|
(2)
|
|
|
58.91%
|
|
All officers and directors as a group (2 persons)
|
|
|
16,561,000
|
|
|
|
89.00%
|
|
5% Stockholders:
|
||||||||
None
|
On April 18, 2018, our Board dismissed its independent registered public accounting firm, ZBS Group, LLC ("
ZBS Group
").
|
|
||||||||
|
Fiscal year ended
May 31,
|
|||||||
2017
|
2016
|
|||||||
Audit Fees
|
$
|
5,541
|
$
|
10,000
|
||||
Audit Related Fees
|
-
|
-
|
||||||
Tax Fees
|
-
|
-
|
||||||
All Other Fees
|
5,541
|
10,000
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
SIGNATURE
|
TITLE
|
|
DATE
|
/s/Stephane Pilon
Stephane Pilon
|
President, Chief Executive and Chief Financial Officer, Treasurer, and Director (Principal Executive, Financial, and Accounting Officer)
|
|
September 14, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Pol Brisset
Pol Brisset
|
Director and Secretary
|
|
September 14, 2018
|
|
|
|
1 Year Brisset Beer (PK) Chart |
1 Month Brisset Beer (PK) Chart |
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